Pain for Pleasure
by ilikeportals
Summary: GLaDOS decides to punish Wheatley by bringing him back to Earth and making him test for her. Forever. Chell comes to his rescue, of course. Fun times ensue.
1. Business as Usual

Hello, ffnet...This here is something I wrote for the Portal kink meme over at livejournal. The prompt was basically GLaDOS brings Wheatley back, puts him in a human body and has him do ridiculously complex tests for her. I...strayed a bit from the prompt when I wrote this, especially in later chapters. It eventually degrades into lots of Wheatley x Chell fluff, smexiness, and...fun times. Rated M for a reason. (I mean...this was written for a kink meme, so...yeah. There be sex.)

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><p>Ah, space. The endless black emptiness, a vast abyss, a void of nothingness…<p>

It was huge and limitless and it had been his prison for…for how long now? A quick check of his inner clock told him it had only been a couple of weeks, though it felt like forever. Space Core had inadvertently left him several days ago to orbit a passing meteorite, so now he was stranded and alone.

Not a day went by that he didn't think about her, and how he had left things. He knew it wasn't entirely his fault – GLaDOS' body had corrupted him, that was why he had acted the way he had…but had he even tried to resist it? The thought haunted him, adding to the misery that now dogged him mercilessly. If only he could go back, apologize, make it all better…

"There you are."

Was…was he hearing things?

"My calculations were correct, then. Although that goes without saying."

He turned to face the source of the all-too-familiar voice just in time to see a robotic arm, complete with menacing claw, protruding from a nearby chunk of space debris. An orange, glowing ellipse at the base of the arm explained how it had gotten there.

In the split second before it reached him, he made a vain attempt to process whether it would be optimal to remain floating in space forever, or be forcefully returned to earth under HER control. Neither option was particularly appealing, but in any case, he didn't exactly get to choose. Before he could finish processing this thought, he was in her grasp and yanked through the portal, back to the inner chambers of Aperture Laboratories. And then he found himself dangling right in front of her, that glowing yellow eye piercing as always.

"H-hello, thanks for bringing me back, I was starting to get sort of lonely out there, you know? And oh, wow, look what you've done with the place, it looks, well it looks just like it did before, before –"

"Before you destroyed it." The icy edge to her voice made him shudder.

"Yeah, big mistake, _big _mistake, that. Good thing you're back in charge now, that's for sure. So I guess now you can just, er, just hook me back up to my old rail and it'll be business as usual, yeah?"

"You really think I went to the trouble of pulling you back from space for 'business as usual'?" Her voice was mocking, derisive. "You really are a moron."

"I'm not – aahh!" He was cut off by a tightening of the claw's grip around him.

"I have much more…_enticing _plans for you," she continued. The claw rotated and lowered itself so that he was now facing an elevated platform. Shackled to the platform was what appeared to be a lifeless human body. "Recognize him?"

He scanned the body, searching for both familiarity and meaning. When he realized who he was looking at, he was too stunned to reply.

"It's _you_, moron," she sneered. "You know we keep the bodies of all of Aperture's… 'volunteers' frozen in our cryogenics lab. So it's exactly as you left it. Should be working perfectly."

"Well, that's all well and good, I suppose," he replied with a nervous chuckle. "But, ah, what do you plan on doing with it? Are you going to put me back in there? I suppose I wouldn't mind – gaaaaah!" The claw tightened around him again.

"Oh, yes, you're going back in there," she replied. "Humans make the best test subjects, after all. As long as they're not smart enough to find a way to kill you, and without her around, I won't have to worry about that."

"T…test subjects?" he said, in a voice that was little more than a squeak.

"Yes, Wheatley," she answered. "You're going to test for me. Until your frail human body shuts down. Until you _die_."

"Can't we – can't we talk about this? I promise I won't turn against you. I'll be a good core. I'll keep to myself and just, just, you know, keep things running smoothly. Please, please don't make me – nnnnaaaah!" For a third time, the claw's grip tightened; it was nearly breaking through his casing now. GLaDOS said nothing as the metal arm holding him moved him into position over a glowing port near his human body, then lowered him into place. He could feel the wires locking him in.

The last thing he heard before his system shut down was her menacing, penetrating voice:

"Good night."


	2. Punishment

"Oh good. You're awake."

He could hear her voice, but his vision was blurry and dim. How long had he been out?

"I see the procedure worked. That's good. There was a 38 percent chance that it would simply kill you."

"Gnnngh…" He groaned, struggling to overcome the stupor that accompanied awakening from a deep sleep. He blinked once, twice, and his vision slowly came to focus. Glancing down, it became clear to him that, indeed, the procedure _had _worked: sprawled out before him was the scrawny, pale, naked form of a human male, the one he had inhabited in what now felt like a previous lifetime.

Despite having been a robot for some hundreds of years now, Wheatley remembered how to operate a human body fairly well. It was sort of like riding a bicycle (at least, that was how the phrase went – he'd never actually ridden one himself, so he couldn't really be sure how it compared). With some determination, he tried to move an arm, a leg, but found himself immobilized.

"Moron," GLaDOS sneered. "Didn't you notice that you're still strapped to that platform?" She moved closer. "But here, let me get that for you." One by one, the shackles at Wheatley's wrists and ankles flicked open. Simultaneously, four cables snaked down from the ceiling and coiled themselves around each of his appendages, then lifted him from the platform, suspending him in front of GLaDOS' glowing optic.

"Good. Everything seems to be in order." As she spoke, a fifth cable descended and began trailing itself up and down Wheatley's body, investigating, causing him to jerk and writhe uncomfortably in her grasp.

"Ah- cold, cold, cold," he stammered. "Please, p-put me down. Stop, I can't – hrrk!" The cable had coiled itself tightly around his throat, silencing him.

"It would be so easy to just kill you right now," GLaDOS sighed. "So tempting, too. But in the long run, it will be much more enjoyable to watch you suffer for the rest of your meaningless existence." The cable around Wheatley's throat slowly unwound itself, leaving him gasping for air as it snaked downwards, now looping itself insistently between his legs.

"You know, humans are so utterly useless, so easily manipulated," she continued. "But they do make the best test subjects, and they can even provide some mild entertainment." The cable with which she had been teasing and torturing him now slid upwards once more, under his chin, aggressively directing his head so that he was now staring directly into that piercing yellow light.

"And that is exactly what I have planned for you."

He opened his mouth to reply but before he could utter a word, each of the cables that had been holding him in place released their grasp and he was dropped unceremoniously to the ground, landing with a hard thud against the cold metal. He cried out in pain upon impact, and was surprised to hear GLaDOS' reaction.

"Nnnnn-aaaaahh!"

He had never heard her make a sound like that before. It almost sounded…as if…

"Mmmm, I may have forgotten to mention," she said, composing herself. "Your body isn't exactly the way it was when you left it. I've added a special little touch of my own." He was sitting on the floor now, rubbing his shoulder, which had borne the brunt of the impact. He was also refusing to acknowledge her, a mixture of fear and embarrassment preventing him from looking her in the eye.

"Well? Don't you want to hear what it is?"

Wheatley would have continued his silent protest if it weren't for the sudden jolt of pain that ran down his spine, originating at the base of his skull and spreading throughout his entire body.

"Nnnnnnnngh!" he gasped between gritted teeth. How had she-?

"Would you like to feel that again, or would you prefer to respond to me?"

Wheatley was panting, his body still throbbing from the pain. Unwilling to endure it again, however, he managed to turn and face her.

"What have you done to me?" he asked, tears sliding down his cheeks from both the physical and emotional pain.

"It's an entirely new technology, and might not be completely stable yet," GLaDOS replied. "But I've implanted a chip in your brain that's remotely connected to my own sensory core. Whenever I receive a physical stimulus, you will feel an opposite, but equally strong sensation. In other words, whenever you are in pain, I feel an equivalent amount of physical pleasure, analogous to testing euphoria."

Wheatley was dumbfounded, unable to respond.

"And do you know what's even better about this?" GLaDOS went on. "Since I am able to control my own euphoria response mechanism, I am able to hurt you whenever I choose to. And feel absolutely great about it!"

"Then that's how you – you just – " Wheatley shook with the memory of the pain she had just inflicted upon him. As if in reply, another burst of the same ripped through him; he cried out in pain and doubled over, clutching his chest as if something were trying to claw its way out.

"_Mmmmmmm_," GLaDOS hummed, clearly enjoying herself. "That feels so nice."

"It's not fair!" Wheatley shrieked, still doubled over on his knees, his hands planted against the floor to keep himself upright. "If I refuse to speak, you hurt me. If I speak, you hurt me. How am I supposed to know what you want me to do?"

"That's all part of the fun of it," GLaDOS replied. "And the science, of course. If I told you what to do, what would be the point?"

Somehow, Wheatley was pretty certain she wasn't doing any of this for the "science."

"Now," she continued, opening a panel in the wall to reveal an orange Aperture jumpsuit hanging in the space behind it, "cover your shame. We have quite a bit of testing to do."


	3. Chell

Chell, for her part, was oblivious to what was going on at Aperture. After being evicted from the facility, she had spent a fair amount of time simply reveling in her freedom – enjoying the feeling of grass on bare skin, sleeping in the sun, counting the stars at night. But then the need for sustenance and companionship became overwhelming, and she had wandered to the nearest road and managed to hitchhike her way into a local town, despite her inability to communicate verbally. She'd gotten pretty good at the whole "body language" thing.

Chell had found an open spot at a hostel in town and was allowed to stay there for as long as necessary. Since she lacked the funds to cover her stay, she had been doing odd jobs around the place – washing dishes, laundry, whatever she could do to earn her keep.

There were a handful of other folks staying at the hostel, but Chell was still lonely. Nobody really tried to talk to her, since she was mute. Whenever anyone attempted it, it only ended in awkwardness. Sometimes someone would try to ask her about the weird-looking cube thing that she'd brought with her – the only thing she'd brought with her – but Chell would just shrug in response and find something else with which to busy herself.

At night, while the others slept, Chell would often stay awake into the early hours of the morning just staring at the cube. Her Companion Cube. Somehow, it was the one thing that had kept her going the first time she faced GLaDOS. It was a constant reminder of what she had left behind.

And of course she'd been glad to leave it all behind. Well, most of it. She felt funny admitting it, but she missed…_him_. Wheatley. He was the one thing that had kept her going during her most recent adventure. Even after he took over GLaDOS' body and went mad with power, she had kept telling herself that once she set things right, he'd be back to his old self. Everything would be ok again.

But instead, she had essentially exiled him to outer space. His last words to her still haunted her…

_Grab me grab me grab me!_

…But she hadn't. It wasn't as if she hadn't tried, though. After all, it wasn't his fault what that monstrous body did to him.

She wondered if GLaDOS had any way of returning him to Earth. She was capable of so much else, it wasn't that far-fetched, was it?

She had to go back.


	4. Testing

**So it was pointed out to me by a couple of my reviewers (thanks, guys!) that I missed a small section of this fic that I had originally posted at the kink meme! I have now added the missing section at the end of this chapter. A big thank you to everyone who pointed out my error, and, heck, to everyone who's reviewed! It really means a lot to me, especially as this was my first ever attempt at writing smut (apparently I'm better at it than I thought I would be?).**

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><p>"Alright. Are you ready to get started?"<p>

Wheatley was zipping up the front of his jumpsuit. No, he wasn't ready. He could never be ready for the torture she was going to put him through. What kind of stupid question –

"_Anngh!_" He dropped to one knee as a jolt of pain coursed through him.

"_Aaaaaaaaaaaahh_," GLaDOS sighed. "Mmm. You will respond to my queries promptly. Won't you?"

"Y-yes," Wheatley answered weakly.

"Good. Now, one last thing." A panel in the floor opened and a raised platform appeared, supporting a pair of Long Fall Boots. "Put them on. Despite the pleasure it would bring me, if I allow you to break your legs we won't be able to carry on with the testing."

Begrudgingly, Wheatley put on the boots. Then he raised his arms in defeat and looked his tormentor in the eye in one last attempt to talk his way out of the situation.

"Okay, look, ah, I know I screwed up, really, _really_screwed up. But I'm not cut out for this sort of thing, you know? I'm no good at tests. I'm really no good at them, and –"

"Oh, but that's part of the fun of it," GLaDOS replied, and with that, the floor beneath Wheatley's feet gave way. She reveled in his terrified screams as he plummeted downwards, his voice gradually fading.

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><p>"AAAAAAHHHH-<em>oomph!<em>" Wheatley's fall was interrupted by sudden impact with solid ground. He knew what the Long Fall Boots were designed for, but he was still surprised to find that he had landed on his feet, unharmed.

He took stock of his immediate surroundings. A standard test chamber, although it was startlingly empty. Nothing but white walls and an exit beckoning to him from across the room.

GLaDOS was playing mind games with him; there was no other explanation.

Wheatley took a tentative step forward, expecting the wall panels to shift at any second, or for GLaDOS to deliver another wave of pain to his weak and wounded body. Another few steps forward, and still nothing.

"Bloody hell," Wheatley muttered under his breath. GLaDOS' silence was at once welcome and disquieting. It made him feel like he was actually alone, although he knew she was probably watching him – he could see the surveillance camera following his movements, though he wasn't entirely sure whether she was controlling it or if it was simply programmed to respond to motion like that.

For a moment, Wheatley considered just stopping right there, taking this opportunity to rest and recover. But refusing to test would most likely result in more of the same punishment he'd received earlier, and he honestly didn't know how much more of that he could endure. So he continued across the room to the door, which slid open upon sensing his approach.

"Honestly?" Wheatley said out loud, flailing his arms in exasperation. "That's it? What was the point of that?"

No reply. Wheatley sighed, shrugged, proceeded through the emancipation grid – and immediately fell to his knees, doubled over in pain.

"_YES!_" GLaDOS' voice erupted around him. "Oh, _yes!_" Tremors shook the walls and sent chills down Wheatley's spine. But it was a short-lived episode, over in seconds.

"The hell was that for?" Wheatley cursed.

"_Mmmmm_," GLaDOS hummed, composing herself. "I thought you were familiar with testing euphoria."

"Oh, no, no, no no no," Wheatley replied. "You can't mean – "

"Being separated from my body, even for a relatively short period of time, completely reset that response mechanism," GLaDOS continued. "My itch to test is stronger than ever, as is the gratification I receive from doing so."

"But that wasn't even a test!" Wheatley protested. "I just walked across the room, that's all I did!"

"It was enough of a test for someone of your intelligence level to evoke my euphoria response," GLaDOS sneered. "I thought I would start with something simple. Congratulations. You've exceeded my expectations. Now let's try something a bit more involved. Please proceed to the elevator."

"Bugger that!" Wheatley replied. "If my testing is just going to give you your bloody euphoria, resulting in _agonizing pain_on my part, what the bloody hell is in it for me? Huh? What's in it for Wheatley?"

"I can do far worse than anything you've felt so far," GLaDOS replied. "Do you _really_want to push me?"

Wheatley was relatively sure she was bluffing. And if he refused to test, it would drive her crazy. That was definitely the best course of action, right?

"Damned if I do, damned if I don't," he said. "I think I'll just stay right here, thank you."

"Have it your way, then. But don't say I didn't warn you."

And then a pain unlike anything he imagined was even possible tore through Wheatley's body. It was so sudden, so intense, so utterly excruciating that he didn't even make a sound, but simply fell forward, wracked with spasms. He felt like his insides were being turned inside out, like his limbs were going to tear apart from his torso, and his brain was threatening to explode out of his skull.

It was all made worse by GLaDOS' elated moans, surrounding him, debasing him.

When the pain finally subsided, Wheatley was sprawled across the floor, motionless, numb. He was whimpering softly, tears sliding down his cheeks and pooling around his face.

"_Aaah_," GLaDOS sighed. "You know, I never thought I would be saying this. But you are actually good for something, aren't you?"

Wheatley couldn't find the strength to respond.

"It's not as though I need you to feel pleasure," GLaDOS continued. "I'm able to generate my own euphoria impulses, after all. But seeing you _writhing in pain_ like that somehow adds to the pleasure I feel. It's really something. I'll need to make note of this for future reference."

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><p>Wheatley had now lost all will to fight GLaDOS' orders, and over the next two hours, he slowly felt his will to live slipping away as well. The second test chamber, which GLaDOS had promised would be "slightly more involved", was, in fact, a staggering conglomeration of every testing mechanic invented to date. Well, every mechanic other than portals themselves. She wouldn't allow him the luxury of using a portal gun.<p>

And there was no end to the pain. Every time Wheatley attempted an incorrect solution, GLaDOS would reprimand him in her twisted and now all-too-familiar way. She would do the same if he stalled for too long, so he didn't even have enough time to think through a possible solution before he found himself crumpling to the floor again, his entire body throbbing, while the room filled with the sounds of GLaDOS' perverse pleasure. Even on those rare occasions when he did manage to advance toward the solution – well, this would only set off GLaDOS' euphoria response, resulting in more crippling pain.

With every burst of pain, Wheatley's resolve was pushed closer to the brink, his body gradually breaking under GLaDOS' crushing command. At the same time, GLaDOS was thrusting herself closer and closer to some mechanical climax.

And after two hours of Wheatley running circles in that same test chamber, it happened. In his state of delirium, Wheatley mistakenly dropped a Redirection Cube in front of a Thermal Discouragement Beam in such a way that it singed his leg. His pain was just enough to push GLaDOS over the edge; she let out a little "_Aaah!_" that rose sharply into an ecstatic squeal and caused the entire chamber to vibrate erratically – and then powered down. The room went dark, and all of the testing mechanisms requiring electrical power to function shut off.

So that was it, Wheatley thought. There was a limit to the amount of euphoria she could tolerate without overloading her circuitry.

At first this thought was comforting. But then Wheatley realized that as soon as she came online again, it was going to start all over. The only thing he could do, maybe, would be to use this time to try to find a way out. There had to be a way out, right?

But instead he sat down with his back to one of the walls, buried his face in his hands, and wept.


	5. Return

Chell was standing in front of a broken-down shed in the middle of nowhere. To the untrained eye, it may have seemed innocuous. But she knew what lay beneath, and she was trying to convince herself that going back in there was really what she wanted.

In truth, she knew it was. Chell wasn't the kind of person to backtrack after she'd made a decision, especially one this momentous. And so with a deep breath, she pulled open the door, boarded the elevator and rode it back down into GLaDOS' lair, the very place she'd been thrilled to leave behind her those few weeks ago.

Chell was surprised when, upon reaching the bottom of the elevator shaft, there was no icy voice to greet her, no motion or sound at all, really. In fact, the whole place was darker than she remembered it. When she exited the elevator, she looked up and found herself face to face with GLaDOS – but GLaDOS was unresponsive, motionless.

Chell was confused, rightfully so, and this reaction only intensified when she spotted a glowing monitor across from GLaDOS' dull optic. The monitor displayed the inside of a test chamber; in one corner of the chamber, the figure of a man, curled up in the fetal position.

GLaDOS must have found another test subject, Chell thought. She was enraged, horrified. For the moment, she put her thoughts of rescuing Wheatley aside – anyway, she couldn't do much in that arena without GLaDOS awake to help her – and decided to focus her efforts on freeing this latest prisoner of Aperture.

She examined the screen for a moment, trying to place the chamber's location in her mind. This was a new chamber, one she didn't recognize, but the configuration of the panels was enough to clue her in on its location within the facility. Chell had what one could reasonably call a photographic memory, and the time she had spent in the various nooks and crannies throughout Aperture meant she had the whole place more or less mapped out in her mind.

With the power apparently out in large portions of the facility, Chell was pretty sure it wouldn't be too difficult to reach the mystery chamber – she'd just have to apply a bit more physical strength and agility since she had no portal gun to transport her between levels and around obstacles.

Yes, she told herself, she was going to do this. And she was doing it of her own free will, making use of her own innate abilities.


	6. Reunion

Chell _had _managed to reach the test chamber, and it had taken her just short of an hour – an accomplishment she was proud of. Upon entering, she immediately turned her attention to the lone human figure huddled against the far wall, knees drawn up to his chin, sobbing gently. After a moment's hesitation, she made her way across the room to him. She reached out a hand to touch his shoulder, but suddenly he became aware of her presence; his head snapped up, his eyes wide with shock, and he hastily scrambled to his feet, simultaneously spouting forth a slew of unintelligible expletives.

When he stood, he was shaking. The look of absolute terror in his eyes gave Chell pause.

And then the fear changed to recognition, and he threw himself at her feet.

"_Chell_, oh, it's _you_, Chell!" he gasped. "Chell, oh brilliant, _beautiful _Chell, Chell, Chell!"

Chell merely stood transfixed and watched his groveling. She recognized that voice, but it couldn't be…could it?

As if he could sense what she was thinking, he looked up at her with tears in his eyes and confirmed her suspicions.

"It's _me_, Chell, it's good old Wheatley! You remember your old pal Wheatley, yeah? She put me back in this body, my old, _human _body, that's why you didn't recognize me, must be, yeah?"

Chell was unprepared for the bout of mixed emotions she was now experiencing. She had missed him, she had wanted him back to his old self (human or robot, what did that matter?) – but here he had the nerve to greet her as her "old pal," when the last time they'd seen each other, he'd tried to kill her?

And then she took a good look at him, and it dawned on her that he had already suffered more, much more than he deserved to. There was an intense sadness in his eyes that she knew didn't belong there, and his movements conveyed a frailty, a weakness that was uncharacteristic of the Wheatley she knew (though admittedly, she'd never known him as a human at all).

She reached out a hand to stroke the side of his face, an attempt to comfort and reassure him. He trembled at her touch, and it was the most heartbreaking thing she'd ever seen.

"Chell, love, I'm…ah, I'm in a pretty sore spot right now." As if that wasn't evident to her already. Wheatley reached out and rested his hands feebly on Chell's shoulders. "She…GLaDOS, I mean, she, ah, she put this, this _chip _in me, back, back here." He turned his head and pointed to the base of his skull. Chell nodded slowly, and he continued.

"Well, it's like, it's as if we're _linked_, physically," he said. "And…she feels the _opposite_ of, of what I feel. Chell, she's…she's…" Wheatley's hands, still grasping Chell's shoulders, were shaking. "She's bloody getting off on _causing me pain_. Luckily for me, she did it so much that she shut herself down – but bloody hell, Chell. I can't take any more. She's killing me."

The sheer terror in Wheatley's eyes as he looked at her, pleading, imploring, revealed to Chell the enormity of the torture he'd already endured. He didn't deserve any of it.

And she knew what she had to do.

A smile creased her lips. Wheatley was taken aback.

"You're…you're grinning. Grinning like a fool. Okay, I guess I shouldn't be surprised, after all I _did_ try to kill you before, and I haven't exactly expressed my regrets yet, have I? Chell, you should know that I really, _truly _am – "

But his words were cut short when Chell lunged at him, pinning him to the wall and pressing her lips to his. At first he was unsure how to respond – after all, it had been centuries since he'd experienced anything like this – but then he felt Chell's tongue against his own, and any reservations he had fell away as his human instincts kicked in. He ignored the soreness in his joints and limbs and gave in to a kind of ecstasy that was unlike anything he'd felt before.

Her whole body was pressed against him now, and he was moaning involuntarily, finding himself yearning for more. He pulled her closer, his hands at the small of her back. Still exploring his mouth with her tongue, Chell placed one hand gingerly on top of his, sliding it downwards until it rested against the gentle curve of her backside. Then he was groping fervently, pulling her into him until their hips met, moving one hand tentatively upwards. Chell grabbed it with a passionate ferocity and pressed it against her chest, her nipples rising to his touch.

The she felt him hardening against her. It made her giddy, almost light-headed. She pulled back a bit, and he immediately switched back to distress mode.

"S-sorry, love, honestly, I'd forgotten that the human body reacted that way, it's, ah, it's rather _crass_, isn't it?" He was absolutely flustered, his face flushed, his eyes searching hers for an answer. It was incredibly endearing.

Chell smiled and pressed a finger to his lips. She held his gaze for a moment, immensely enjoying the reaction she had produced in him, and noticed for the first time how, well…how _attracted _she was to him. Tousled bronze hair, moist with perspiration, framed a face set upon high cheekbones and adorned with azure eyes that she could easily get lost in if she stayed there long enough. His labored breathing, the shade of crimson that was rising in his cheeks, and the longing, "please-don't-stop-now" look he was giving her only served to fuel her craving.

She lifted one hand to the front of his jumpsuit and tugged gently on the zipper. He followed her fingers with his eyes as she pulled the zipper down past his waist, then, without faltering, thrust her hand down the front of the jumpsuit.

"_Gnngh!_" Wheatley bit his bottom lip as she took hold of him, making a noise that sounded to Chell like a cross between a groan and a sigh. He was at once thoroughly embarrassed and elated, trying his best to remain silent as she brushed her fingers over his full length. His breath was coming in frenzied gasps, his heartbeat racing.

Chell was stroking rhythmically now, watching in satisfaction as Wheatley's expression changed from surprise to bliss to all-out ecstasy. His back was arching against the wall, the palms of his hands pressed flat against its cool surface, fingertips outstretched. His head was tilted backwards, eyes squeezed shut, a tiny bead of drool at the corner of his mouth. And then he just couldn't help it anymore – he found himself producing the most primal, animalistic sounds he thought he'd ever heard a person make. And it was lovely.

Chell began working faster, responding to Wheatley's rapturous moans. And then –

"_AAAAaaaaaaaaaahhhhhhhhhhhhhhh!_" GLaDOS' pained scream pierced the room with a suddenness and intensity that made Wheatley nearly jump out of his skin as the lights flashed on and the room came back to life. But GLaDOS' reaction was exactly what Chell had been counting on, and when Wheatley started to fidget nervously, she shoved him back against the wall, never missing a beat.

"What are you _doing?_" GLaDOS demanded, the tremor in her voice betraying the pain she was feeling. "Are you _pleasuring _yourself in there?" The cameras lining the walls shifted, searching for the source of her anguish.

"Okay, this is bad, don't panic, don't panic," Wheatley huffed, obviously panicking. He pushed back against Chell, fumbling with his hands as he struggled to zip himself up. Chell glared at him, insistent. Might as well finish what they'd started, cause her as much pain as possible, right?

"Chell, you don't understand what she can _do_ to me," Wheatley whimpered. "I appreciate what you're trying to do here, really, I mean, I _really_ appreciate it, in more ways than one, but she's going to kill me now. That's it. I'm done for."


	7. Plans

Within seconds, the nearest camera had come to focus on the two of them. Chell stood, resolute, between Wheatley and the camera, her arms folded across her chest. Any fear of GLaDOS she may have once had had long since disappeared.

"It's _you_." GLaDOS' voice was dripping with malice. "You came back."

Chell smirked in response, pleased with herself.

"And _you_ were pleasuring him, weren't you? _Sickening_. You must have been doing an excellent job of it, seeing as my pain response was enough to trigger an emergency reboot."

"Absolutely _smashing_, really," Wheatley said, more to himself than to GLaDOS, but she heard and retorted by sending him a burst of the juice. It wasn't overpowering, but enough to make him lurch forward and latch onto Chell's arm as he sank to the ground. Chell, alarmed, turned and knelt beside him, offering her other arm for support. The anxious concern in her eyes surprised him. In a good way.

After helping Wheatley to his feet, Chell turned back to GLaDOS, glowering.

"You're angry," GLaDOS observed. "Interesting. I gave you your freedom. You made the decision to come back. And now you're mad at me for punishing this idiot? Did you forget about the part where he tried to _kill _you?"

Chell turned away from the camera's accusing red light, her eyes downcast. Of course she hadn't forgotten.

"Chell, love," Wheatley whispered, taking hold of her arm. "I…"

She turned back to him, and the light in her eyes and the hint of a smile playing at her lips told him he didn't need to say any more.

"You're as much of a moron as he is," GLaDOS scoffed. "You came back here for him, didn't you?"

Wheatley's eyes widened, and he strengthened his grip on Chell's arm.

"Did you really?" he asked, incredulous.

Chell didn't respond; GLaDOS was continuing her tirade and the blood was starting to boil in Chell's veins.

"I may not understand the full depth of human emotion, but there's obviously no logic or rationality behind it," GLaDOS was saying. "It's really nothing more than utter lunacy, the fact that you came back here for this murderous, worthless sack of stupid."

"_She's kind of right_," Wheatley whispered. "You shouldn't have come back." Chell ignored him.

"That brain damage you suffer from must be worse than I realized," GLaDOS continued. "And for that, I pity you. I _really _do." Chell's eyes narrowed. She really wished she could speak right about now; she wanted more than anything to give GLaDOS a piece of her mind.

"But I cannot and will not ever have a single shred of pity for _that_. _Moron_." The rage was building in GLaDOS' voice. "And that's why he will spend the rest of his miserable life here, testing. For _me_. _Suffering_ for me. _Dying _for me. And there is nothing you can do about it."

Chell had heard enough. Spotting a Weighted Storage Cube on the floor nearby, she seized it and hurled it at the camera with all of her strength. As the camera shattered, Chell grabbed Wheatley by the hand and made a break for the chamber's entrance. She silently cursed herself for waking GLaDOS up; as gratifying as it was to cause GLaDOS such pain (and…well, she had to admit that 'session' with Wheatley hadn't been half bad either), it would have been much easier to escape while she was powered off.

Wheatley seemed to be thinking along the same lines.

"You've got an escape plan, right?" he gasped. "You know, since she, ah, basically controls the entire facility…"

At that moment, the floor under Chell's feet shot up, taking her with it. She lost her grip on Wheatley's hand, and he quickly disappeared from view on the ground below, though she could still hear his distressed cries of "_Chell!_"

Chell struggled to keep her balance as the platform lifted her towards the ceiling, which opened up – directly into GLaDOS' lair. She saw the familiar yellow glow immediately, staring her down.

"You know, I'm actually glad you came back," GLaDOS said. "I have plans for you."

Chell stood firm as GLaDOS closed in on her, her optic bathing Chell in a cold yellow light.

"There's something I've always been meaning to try, and I think this could be the opportune time," GLaDOS said. "Did you know that human beings can act as cores?"

Chell narrowed her eyes, trying to decipher GLaDOS' meaning. She didn't need to wait long for an explanation, though.

"It turns out I can connect a living human body to my own," GLaDOS continued. "Much like one of my cores. After all, the signals sent between neurons in the human body are not unlike the electronic impulses generated by a machine. By tapping into yours, I can merge your thoughts, your impulses with my own. I think it would be a worthwhile experiment, don't you?"

Chell was dumbstruck. In spite of her fearlessness, her tenacity, she felt an anxious desperation rise in the pit of her stomach – a feeling that intensified when a slew of cables emerged from GLaDOS' body and snaked towards her. She instinctively backed away, her mind racing, but before she could make a move the cables were attacking her, burrowing into her like a horde of flesh-eating worms.

Chell dropped to her knees as a fiery pain consumed her. It felt like a thousand tiny, razor-sharp needles were digging into her, all over her body, making their way under her skin and attaching themselves to her nerves. Her back was arching in pain, her face distorted in a silent scream.

As the pain began to subside, Chell found herself on her hands and knees, gasping for air. Then the cables were lifting her, drawing her in to GLaDOS' body.

"I knew it," GLaDOS said as Chell, suspended upside down, was drawn to eye level with her optic. "You are emotionally invested in the moron's well-being. This will make things much, much more interesting."

Chell was gritting her teeth against the throbbing soreness throughout her body, but she eyed GLaDOS defiantly.

"That's right," GLaDOS continued. "I can now sense your every thought and emotion. Another success. Congratulations on helping science move forward. Now let's continue testing, shall we?"

The cables holding Chell in place twisted her around so that she was facing the same monitor she had seen earlier, the one that had led her to Wheatley. And there he was, still visible on the monitor, only now he was pacing frantically and talking to himself.

"Wheatley," GLaDOS said flatly.

Wheatley stopped pacing and started wringing his hands anxiously.

"Y-yes?" he replied weakly.

"You will continue the test now."

He considered this for a moment, then seemed to steel himself, swallowing hard and collecting all of the courage he had.

"No."

GLaDOS was not expecting this response.

"I think I may have misheard you," she lied. "What did you say?"

"I want to know what you did with her!" Wheatley replied. "I won't test for you anymore, not until I know that she's, that she's alive and safe and you won't – _aaaahhhnn!_" He dropped to his knees, rocking with pain.

At the exact same moment, Chell felt a sharp jolt through every cable connected to her, an all-over surge of pain that wracked her body. Even more alarming, she heard herself scream – a high-pitched, almost electronic scream that mingled with GLaDOS' euphoric moans in a spine-chilling cacophony.

"What – who was that?" Wheatley's voice, panicked and pained, reached Chell's ears. "Was that her? Was that Chell? _Chell!_"

"Interesting," GLaDOS said. "It seems that my body has given you a voice. You should be grateful."

Chell was not used to being able to speak, and it wasn't an easy skill to pick up on the spot. Nonetheless, she managed a retort.

"…_Bitch_."

"Hmm." GLaDOS pondered this. "That's a new one." Then she delivered her own rejoinder, another burst of pain that caused Chell to seize up. She gritted her teeth, fighting back another scream. The pain was made all the worse by the sounds that accompanied it, of GLaDOS' perverted self-indulgence and Wheatley's own cries of agony from the chamber below, broadcast through the monitor.

But Chell felt something else this time, too. A resistance, as if her body was attempting to intercept the pain and deflect it. As if maybe she had some control over this body after all…


	8. In Control

"Please, _stop!_" Wheatley was calling. "Hurt me all you want, I deserve it, but she doesn't! She absolutely doesn't!"

"How charming," GLaDOS sneered. "Before she arrived you were just a sniveling child in my hands. And now that she's suffering the same pain as you, suddenly you're little mister hero. That might be admirable, if you actually had any power over me."

GLaDOS made as if to send him another painful rebuke, but the result was trifling. Wheatley made a little sound ("_Nnk…_") and grabbed his chest instinctively; then he looked up towards the camera that was focused on him, a look of confusion crossing his face.

"Is…is that it?"

GLaDOS was confused, too. She turned to Chell and saw that she was grinning impishly.

"It can't be," GLaDOS said, apprehensive. "I'm in control here. You have no power over me other than to feed me your impulses."

That may have been true, Chell thought to herself – but those impulses, she had discovered, included her own self-controlled euphoria response. It was a sort of mental masturbation, producing biological responses in her not unlike the physical version. And it was her only means of fighting back against GLaDOS' aggression.

GLaDOS tried again. As soon as she felt the flow of pain through the cables, Chell steeled herself, squeezing her eyes shut and digging deep into the part of her where her euphoria response was generated. The pain entering her body was immediately reversed, and she felt instead a fleeting moment of intense arousal.

Wheatley felt it, too; she heard him make a little "_Oooh_", and then, a moment later, his voice, puzzled, drifting through the monitor.

"GLaDOS?" he said. "Did you – did you just, er – ?"

GLaDOS didn't answer him; her full attention was on Chell now.

"You can't keep that up," she insisted.

"Try me," Chell replied. She was starting to get the hang of talking now.

Chell felt another surge of pain flowing into her body through the cables, and jerked a bit at the initial sensation. Soon, though, she was fighting it, channeling all of her power into producing the strongest euphoria she could muster.

And it worked. The pain reversed, replaced by a flood of orgasmic electric bliss. This time she managed to make it last longer, welling up from deep inside her into a climax that hit her like a tidal wave.

Chell let out a shrill moan as it passed over her, twisting in the cables; she heard a similar sound emanate from the monitor, produced by Wheatley. GLaDOS screamed, shaking in her chassis.

A moment passed as the sensations subsided. Chell was swinging gently in her cables, her arms crossed in front of her as she eyed GLaDOS triumphantly.

"I win," she said simply.

"No!" GLaDOS replied. "This is insane. How can you –"

"But I won't torture you," Chell continued, interrupting her. "I noticed Wheatley's empty core over there. We'll just switch that with you, how's that sound?"

"I won't let you," GLaDOS answered.

"I don't think you have that choice," Chell said. She had found that, once she had managed to overpower GLaDOS, she had more control than before. It was little things that she noticed – without even meaning to, she'd been able to shift some wall panels around, turn some gears, manipulate the cables suspending her. Chell was, for all intents and purposes, in control of the facility now.

GLaDOS read Chell's mind.

"No. No! I'm still in control!" she insisted, fear in her voice. But then she heard a familiar pre-recorded voice telling her otherwise.

"Core transfer initiated."

Behind GLaDOS' back, Chell had managed to move the empty core into the transfer receptacle. Now the floor seemed to be rising up to meet GLaDOS, robotic arms grasping at the connections between GLaDOS' core and the rest of her body.

"No!" GLaDOS screamed. "_No!_" Her fearful cries turned into shrieks of pain as the procedure moved forward. Chell had to look away. Once GLaDOS' screams subsided, she looked back to where the corrupt core had been only seconds before. In its place was the empty shell of Wheatley.

Wheatley!

Chell turned back to the monitor. The human version of Wheatley was sitting on the floor, his hands over his ears.

"Wheatley!" Chell called to him. He didn't seem to hear.

"_Wheatley!_"

"Oh!" He removed his hands from his ears and looked to the camera. "Chell?"

"Yes," she replied. "It's me."

"S-sorry," he said. "I couldn't bear to listen. Bad memories, you know. Really, _really _bad memories."

"It's okay now," Chell assured him. "I'm in control, and I'm going to get you out of there."

Wheatley was silent for a moment, considering the situation. Then a realization seemed to dawn on him, and he spoke up once more.

"You bloody did it," he said, simply. "_Brilliant._"

Chell laughed. Then, just for the hell of it, she gave him a little taste of euphoria.

"_Aaahhhnn_," he gasped, letting himself fall backwards onto the floor from where he sat. He put one hand to his face, his fingers trailing across his cheek and grasping at nothing, and the other slid eagerly down the front of his jumpsuit.

"Hey, wait, we have work to do!" Chell protested. "There will be plenty of time for – _ooh!_" She felt her own euphoria increase as Wheatley began stroking himself.

"Do NOT make me watch this!" GLaDOS' voice interjected. Chell had nearly forgotten that the discarded core was still there. She lifted a mechanized claw, grabbed GLaDOS' diminished form, and tossed it aside into the shadows at the far corner of the room. It landed with a resounding crash.

"Thank you, oh merciful one," GLaDOS' voice called back, dripping with sarcasm. Chell chose to ignore her, and returned her attention to Wheatley. He was on his feet now, having become rather embarrassed upon realizing that GLaDOS had been watching him.

"It's ok, she's gone," Chell told him. "But _you _have a test to complete."

Wheatley nodded.

"I'll do my best, love."


	9. Power Play

For the next hour, Chell guided Wheatley through the test chamber. She couldn't give him the solutions, of course, but she administered generous doses of euphoria to encourage him when he was on the right track. And every time a piece of the puzzle fell into place, it would trigger Chell's testing euphoria as well. The result was an incredibly horny Wheatley stumbling, at times crawling, from one obstacle to the next. Chell would laugh, and he would laugh, and it was all in good fun; but damn it all, he needed release. A few times he even begged her to let him stop for a bit and just have it out, but she wouldn't allow it; not until you reach the end, she told him. She wanted him to get there as fast as possible.

And when he did – _oh_, when he did.

One last Thermal Discouragement Beam redirected. A raised platform, a dropped cube; the door opened, and Wheatley took one step forward before crashing to the ground, moaning as a sudden, intense orgasm gripped his body. Chell let out an equally forceful, ecstatic cry, writhing in her cables as the testing euphoria overtook her.

As Wheatley's body went limp, he rolled over onto his back with a sigh. He folded his hands over his stomach and observed the ceiling lazily.

"Hey," Chell called to him, panting slightly. "No resting yet. Go on, get in the elevator. I want you here with me."

Wheatley did as she instructed, and a moment later, Chell watched as the elevator opened up into GLaDOS' lair. Wheatley rushed towards her, jubilant.

"That was incredible," he gasped, still catching his breath. "Positively _amazing._"

Chell smiled. She'd never seen anyone look so happy.

"So, what now, then?" Wheatley continued. "Are you – are you _stuck _up there?"

Chell shook her head. "I think I can release myself. It'll probably hurt, though."

"Oh." Wheatley considered this for a moment. "Are you just going to stay up there, then, or what?"

She shook her head again. "I'm coming down. But not yet." She grinned mischievously. In spite of herself, she was allowing the sheer power, the control she now held over her surroundings to stimulate and excite her. It wasn't the same all-consuming lust for power that she'd seen Wheatley fall victim to before, but all the same, she wanted to experience it a bit longer before returning to her old, mute, fully human self.

Chell was also, for lack of a better word, still incredibly horny. Watching Wheatley complete the test, with her help – and his all-too-human responses to the euphoria it induced – had driven her over the edge. She wanted more.

She needed release. She needed _him _to get there. And she had full control.

Wheatley was a bit surprised by Chell's answer, and even more alarmed when he noticed a thick black cable snaking towards him. He looked to Chell in surprise.

"Chell?" he said.

"_Wheatley._" The way she cooed his name reassured him. "I need you to do something for me."

"Anything, love," he replied. Chell felt the heat rising in her cheeks – and throughout the rest of her body.

"You trust me, right?"

"Of course, love."

"_Good._" Chell grinned. "Listen. I know you remember what being in this body did to you. I'm experiencing it, too, but in a different way. And…I need to work out this…this need for control. In my own way."

The cable crawled up Wheatley's back, making him shudder involuntarily. Then it worked its way expertly across his shoulders, easing the top of his jumpsuit down, as if it were Chell's own hands at work. Wheatley obediently pulled his arms free of the jumpsuit, exposing his naked chest, glistening with sweat and heaving up and down rhythmically with each excited breath he took.

The cable was still at work, making its way now down Wheatley's arms and drawing them together at the wrists behind his back. Slightly alarmed at this development, Wheatley shot Chell a confused look.

"…Chell?"

"I thought you trusted me," Chell said in response.

"Oh, I do, love, I do," Wheatley replied. "I just – "

The cable gave a sharp tug, pulling Wheatley to his knees.

"Then _act _like it," Chell demanded.

"Y-yes, ma'am," Wheatley replied softly.

His willing obedience and the gentle, innocent look in his eyes as he knelt, bound and helpless before her, were fueling Chell's cravings. GLaDOS' body was still impressing its influence on her. She wanted more. More control.

To be perfectly honest, though, Chell was now feeling a bit hesitant. She had fantasized about being sexually dominant before, it was true, but she'd never actually experienced anything like it. Especially not while attached to a giant robotic body. She was a little bit nervous, a little embarrassed, even a little bit scared.

Thankfully, she had Wheatley to egg her on.

"Well, what are you waiting for, love?" he asked her, sensing her trepidation. "Aren't you going to, er, have your way with me? Or…something?"

He was looking at her with big, doe eyes, a hint of a grin teasing the corners of his lips despite his efforts to play the part of the submissive prisoner.

Chell couldn't resist.

Four more cables emerged from the giant chassis above Chell's dangling form. Watching the expression on her captive's face change from mild amusement to breathless anticipation, she guided the cables towards him, her pulses pounding. The first cable coiled itself around Wheatley's upper body, pinning his arms to his sides. Two more cables grabbed at his thighs, spreading his legs apart as the fourth slid down the front of his jumpsuit.

"Hnnnn—_aaaahhhh_," he moaned softly as the cable gently caressed his inner thigh. Chell immediately felt the same sensation pulse through her, and she released a small, pleasured gasp. Her body convulsed slightly, and she involuntarily tightened the cables binding Wheatley's body. He let out a sharp, surprised yelp in response.

"Sorry, sorry!" Chell gasped, immediately loosening the cables' grip. "I didn't mean to – "

Wheatley smiled. "No need to apologize, love, you can do whatever you want with me."

Oh, _God_. How was it that he seemed to know exactly what to say to turn her on?

"Okay," Chell replied. "But listen, Wheatley, I don't want to hurt you or make you uncomfortable. So if you need me to stop at any point, just – just say 'Apple,' okay?"

"Yes, ma'am," Wheatley replied, suppressing a laugh at Chell's choice of safety word.

With that, the cables resumed their work. The cable between Wheatley's legs was slowly but steadily working its way closer to his now-fully-erect member, and every movement it made elicited another little groan of arousal and anticipation from him. And Chell was, of course, feeling the same physical pleasure that he was. It was amazing and overpowering and she had never felt anything like it in her life.

And then she became acutely aware of the fact that Wheatley was watching her, delightedly taking in her reactions to…well, to _his_ reactions. She was self-conscious, and momentarily considered asking him to look away; then she remembered that _she_ was in control, and didn't need to _ask_for anything.

Another coil of cable, this time over his eyes – that took care of _that_.

Wheatley started to protest, then thought better of it. But Chell took notice, and wasn't about to let it go unpunished. She pulled back on the cables holding him in such a way that his body arced in tension, his shoulders shifting back, his blind gaze forced to the ceiling rather than at her. He squirmed uncomfortably but didn't object.

Chell paused briefly. She didn't want to rush this. She was enjoying it all too much, enjoying watching him struggling vainly against the cables, enjoying the little noises he was making.

But she couldn't fight it for long. She was so close to beautiful, sweet release, and she needed it so badly…

The cable between Wheatley's legs suddenly and forcefully took hold of his shaft, coiling around it tightly. He half-gasped, half-moaned, and, forgetting himself, started thrusting rhythmically against its grasp.

And Chell felt every thrust.

_Aaaah…_

It was too much, she was going to lose her mind…

Nnnnggh…ggaa_ahh_–

No, not yet, just a bit longer!…She was pleading with herself, attempting to regain control of her own body.

Haaahhhh—_ahhh!_ –


	10. Release

"Aahhnnn – _ow!_ Ow, ow, apple, _apple!_" Wheatley cried suddenly, twisting in pain. Chell froze in shock, and was astonished to realize that she had somewhat inadvertently triggered her own pain response in order to delay the impending orgasm.

Well, shit.

"Wheatley, I'm so sorry," she panted, suddenly feeling the throbbing soreness throughout her body. "I don't know what came over me." That was a lie. She definitely knew.

"No, no, it's okay, love," Wheatley replied. "I – false alarm. False alarm, I was just surprised, is all. Any pain you can handle, I can handle. Please keep going."

Chell regarded him in silence. She hadn't really done it on purpose, and she certainly didn't want to hurt him anymore. She wasn't sure she _should _keep going, as much as she wanted to.

Wheatley, still blindfolded by the cable over his eyes, couldn't see the uncertainty in Chell's face. He assumed her hesitation just meant she was teasing him, tormenting him.

"_Please_," he begged her, his voice dripping with desperation. "I _need_ this, so badly. _Please _keep going."

He _was _awfully persuasive…

"Listen, I won't, I won't say 'apple' again. I promise." He took a deep breath, shifted awkwardly in his bonds. "You can even…_gag _me, if you'd like. I won't say a word."

Chell remained silent, still not trusting herself not to hurt him. Wheatley began to sense that her hesitation was more than just teasing, and did his best to reassure her.

"Look, it's okay, really," he said. "If you take things too far, you'll know because you'll feel it too, right?"

"I guess…" Chell replied tentatively.

"Then don't fret," he told her, smiling. "Now please, _please_, keep going. I'm begging you here. Gag me, and finish me. _Please_."

Hot damn. Chell had to oblige.

The cable that was looped across his eyes coiled around his face once more, shoving itself between his teeth, the thickness of it forcing his jaw open. Wheatley bit down hard and moaned approvingly, the sound barely audible behind the rubber.

Then the cable still wrapped around his erection went back to work, pumping steadily, slowly at first. With each motion, another muffled groan from Wheatley. The measured buildup was pure bliss for Chell, who was twisting and writhing in pleasure. But she never took her eyes off of Wheatley, watching him for any sign of discomfort. However, despite the thick cables keeping his body stretched taught and immobile, he seemed to be enjoying himself as much as Chell was.

She increased the tempo of the cables' thrusting, to which Wheatley responded by moving his hips in the same corporeal rhythm. Chell was flushed, panting, moaning as she fought the oncoming waves of pure, unadulterated ecstasy.

She couldn't fight it for long, though. Finally giving in to the flood of sensation coursing through her, she released a loud, protracted moan as an orgasm beyond anything she'd ever felt overtook her. Wheatley simultaneously spasmed, the cable between his lips stifling an equally intense outburst as he hit his climax.

As Chell's orgasm subsided, she willed the cables still holding her to GLaDOS' body to release her. As expected, a wave of pain tore through her as she dropped to the ground, but in the wake of the consuming pleasure she had just experienced, it wasn't nearly as bad as it could have been.

Wheatley heard her hit the ground. He was pulling himself free of the cables, which had gone limp and released him the moment Chell's body was unattached from the machine. His eyes soon fell on Chell, lying on her back with her hands clutched to her chest as it rose and fell rapidly. He crawled towards her, then slumped to the ground beside her, spent. He lay down on his stomach next to her, resting his chin on his arms, which he crossed in front of him.

She turned her head to look at him. God, those blue eyes. And that smile – a wide, toothy grin, silly and seductive at the same time.

"Are you alright, love?" he asked gently, placing one hand on her arm.

She nodded and smiled back at him, and he planted a light kiss on her cheek.

"Chell, I need to – I, I mean…" He paused, collecting himself, then started again. "Thank you. For coming back for me, and for saving me, and then to top it all off making me feel, well, _human _again, in the best possible way."

Chell lifted one hand and rested it gently against his cheek, still watching his eyes as he continued.

"And I, more than anything, I just, I'm sorry. So sorry for everything that happened before. I let the power get to my head and just went completely _mad_, I know, and I don't deserve your forgiveness for the things I did while that was all going on, but – you're crying. Oh bollocks, what did I say?"

There were tears streaming down Chell's face. Wheatley was flustered, unsure how to proceed, certain he had said something that had offended and upset her.

But then he noticed that she was smiling, too.

Chell took him in her arms, wrapping herself around him as if her life depended on it. He returned the embrace, and for a while they just lay there, content.


	11. Like People Do

The sun was setting when the pair emerged from the small, ramshackle shed that marked the entrance to Aperture. It was warm, a light breeze wafting through the seemingly endless fields of wheat stretching in every direction.

If Chell had a voice, she would have been laughing. A broad smile covered her face, and she was running, tearing through the wheat fields without a care in the world. Wheatley was close behind her, holding tightly to her hand for good measure. A thousand emotions he didn't even realize he could feel were engulfing him, and he remembered how positively _marvelous _it was, this whole humanity thing. Except that it was even better the second time around.

After a few minutes, Chell paused to catch her breath, and Wheatley, surprised by her sudden stop, nearly crashed into her. Chell turned in time to catch him as he tripped over his own feet, and was sent hurtling to the ground with Wheatley on top of her.

For a moment, there was silence between them. Chell had landed on her back, and Wheatley was on his hands and knees, straddling her. After a few seconds he started blurting an apology and clambering to his feet, but Chell grabbed his arm and pulled him back, simultaneously lifting herself to meet his lips in a passionate kiss.

When she pulled back, he was blushing furiously. He rubbed the back of his neck anxiously, then cleared his throat and looked into her eyes longingly.

"Chell…" he started.

She smiled and lifted one hand to stroke the side of his face, coaxing him on.

"I was wondering if maybe we could…Well, I don't want to be too, ah, too forward, but seeing as we already…I just thought maybe we could, you know, do it…the normal way? You know, the way _people _usually do it?"

Chell nodded, still smiling, and drew him closer, wrapping her legs around his waist.

"I should probably tell you first," Wheatley continued. "I've never actually…um…Well, before I was turned into a core, you know, I pretty much devoted my life to Aperture, even as a human, and I never really…got on with the, with the females…"

Chell rolled her eyes impatiently. Wheatley took the hint and got to the point.

"I'm a virgin," he confessed with a sigh. "Technically. I mean, I don't know if…if what we did, back there, counts, but in any case you're my…my first." His face was flushed and he seemed unable to look her in the eyes.

Chell sat up and scratched something into the dirt. Wheatley looked at what she had written, then at Chell, incredulous.

"You…you too?"

Chell nodded. Then, before Wheatley could utter another word, she wrapped her arms around his neck and pulled him down on top of her, pressing her lips to his.

Wheatley was hesitant, but Chell was unabashed, guiding his hands to all the right places. She helped him slip her top off and gingerly unhook her bra. As her breasts fell free, round and pert, Wheatley's face lit up and he made a little sound, a sharp intake of breath as though he'd made an amazing discovery.

His hands went to work then, cupping and massaging Chell's breasts instinctively, his thumbs lingering over her nipples until he felt them harden at his touch. Chell squirmed under him, her fingers digging into the earth at her sides, her mouth agape in a silent, blissful moan.

His hands still at work, Wheatley pressed his forehead to Chell's chest, letting her warmth overtake him. Then his tongue flicked tentatively across her, tasting her; he glanced upwards, into her eyes, silently asking her permission to keep going. She gave it, taking his head in her hands and lifting her breast to his welcoming lips. He took one nipple gingerly between his teeth and suckled, flicking his tongue against her simultaneously. Chell shuddered gently at the sensation, then found herself longing for the taste of his body, too. She licked at his ears and offered soft kisses to his temples as he continued nibbling her breasts.

Chell felt the warmth and wetness spreading between her legs. She slid her hands inside of Wheatley's jumpsuit, still bunched loosely around his waist. He took the cue and clumsily slipped his legs free of the encroaching material, casting it aside. At the same time, Chell wiggled free of her jeans and panties, which soon joined the discarded jumpsuit in a pile of abandoned clothing.

With one hand, Chell was gripping Wheatley's back, her fingertips digging into soft and supple flesh; with the other hand, she reached down and gradually guided him inside of her.

Wheatley was following her guidance, thrusting slowly and softly once, twice, until he felt her body give way and let him in. He moaned deeply, the sensation overpowering him, his eyes rolling back in his head. When he looked back at Chell, she was wearing a pained expression, despite her efforts to hide it.

Wheatley froze immediately and put a hand to her face, stroking her cheek anxiously.

"Chell, love, am I hurting you?" he whispered. "I don't want to hurt you. I…Ah, I forgot. The whole, ah, _sex_thing. It's painful your first time around, yeah?"

Chell nodded, but she was smiling again, and it made him feel a bit better. Still, he didn't like the fact that he was causing her pain, and he started to pull out. Chell, however, would have none of that; she wrapped her arms around him and pulled him back in, determined.

"You want me to keep going, then?" Wheatley asked. Chell nodded, and he began thrusting again, slowly, tenderly. She lifted her hips to meet his, rocking her body in time to his. Little by little he gained speed, always watching Chell to make sure she was comfortable. The pain that had clouded her expression only moments before steadily transformed to elation, and the way she was pawing at Wheatley's body and moving in time to his rhythm reassured him.

With every thrust, they seemed to draw closer together. Soon Wheatley's face was buried in the crook of Chell's neck, and he was biting and sucking at her skin, his hands trailing through her hair playfully. Her arms and legs were wrapped around him, keeping his body pressed tightly against her own.

Then, all at once, Chell bucked against him, her back arching, her head thrown back, mouth wide in a soundless but unadulterated cry of ecstasy. As the orgasm wracked her body, she tightened her grip around Wheatley, pressing him almost painfully against herself.

"That a girl," he whispered in her ear, then began moving faster, feeling his own body approaching climax. Chell surprised him then by heaving herself up and rolling over on top of him, their bodies never losing contact. She straddled him, grinding her hips against his. Wheatley took hold of her buttocks and thrust in time to her motions, watching the hypnotic sway of her breasts.

"Chell," he gasped after a moment. "I think I'm…oh, _yes_, I definitely am, I – _ahhh!_" With one final thrust and a long, loud, rapturous moan, he released himself inside of her. Chell simultaneously threw her shoulders back, her face to the sky, her back arched in ecstasy as a second orgasm tore through her. She was gasping for air as it subsided, her chest heaving. After a few deep breaths she collapsed, spent, on top of him.

There was silence between them for a few minutes; not an awkward silence, but one of mutual contentment, a beautiful, soft afterglow slowly melting into the growing darkness around them. Wheatley was absentmindedly running his fingers through Chell's hair. Her head was resting on his chest, her breath warm against his cool, sweat-soaked skin.

"Chell," he whispered after another moment had gone by. She lifted her head to look him in the eyes and kissed him on the chin.

"I think…" he continued. "I mean, I don't want to ruin this by, ah, by, you know, saying something _stupid_, because I am sort of prone to saying stupid things. But I think I might, ah…I think I might love you?" He grimaced inadvertently, afraid she would become angry with him for saying it. But then she smiled, and he decided the best response was to keep talking.

"It's _brilliant_, really, because after being a bloody robot for so long I wasn't even sure I would still be able to feel things like, like love, or, or, or…"

Chell cut him off, placing one hand over his mouth to silence him. Then she mouthed four words, slowly enough for him to follow.

_I love you, too._

It was all he ever needed.

* * *

><p>Yeah, that's all. I hope you had as much fun reading it as I did writing it. And please don't report me to the internet police...I'm not sure if this crosses the line of being too explicit for FFnet or not...<p> 


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